There was a straight chair next to the sofa bed. Billy crept toward it, afraid the ancient floorboards would squeak, and stood very quietly when he got to the chair. A bra and a pair of panties were draped over the back of the chair. He reached out and fingered the bra briefly, then lifted it and held it to his nose. It smelled like detergent. He picked up the panties. They were lacy panties, but the crotch and back were silky smooth. He sniffed them. More detergent. It wasn't a woman scent -- a scent he didn't even know -- but the silky texture felt good against his lips and face.

He turned and sat, holding the panties in his lap, and studied the woman on the sofa bed. The window shade had been drawn, but did little to keep out the brightness of a street light just outside the window. He could see her clearly. Bonnie McBride, Debbie McBride's mother, was sound asleep. She was completely unaware that he'd crept up the steps at the back of the house and into the tiny one-room apartment.

She didn't look old enough to be Debbie's mother. They could have been sisters.

He'd had a date with Debbie the night before. He'd gone to the little apartment to pick her up Friday night. That's when he met her mother, who answered the door.

She took a long look at him. "Where are you taking Debbie?" she asked, moving back to let him in.

Billy stepped through the doorway and took a step to the side, to get some distance between himself and her. "Um, well, I thought we'd maybe go to a movie. There's a good one at the drive-in this weekend." He was uneasy. She was pretty, and he was having trouble keeping his eyes away from the rise of her breasts, revealed because her blouse was open an extra button at the top. She was barefoot, and was wearing cut off jeans that revealed nice legs and accented the flare of her hips. He had heard stories about this woman.

He did take Debbie to the drive-in, hoping that none of his friends would see him with her. The word was that she would fuck, and that was why he'd asked her out. Here he was, eighteen years old, bound for college in only a month, and still a virgin. It was time to correct this embarrassing situation. There weren't many girls in town who would put out. Debbie was supposedly one of the few. So was her mother, he'd heard.

The evening began on a promising note. Debbie let him kiss her and play with her breasts, and she even let him unbutton her blouse and grope her tiny breasts outside the bra she was wearing. She even let him put her hand in his bulging lap. That's where it ended, though. The first time he'd tried to press his hand between her legs she pushed him away, telling him she didn't do that kind of thing, that her mother would find out and kill her. In the end he'd actually been both disappointed and relieved, the relief coming from knowing he wouldn't have to perform the act with a girl who was experienced, who would compare him with others.

Billy went home and masturbated, imagining himself fucking Debbie's mother.

Now here he was, sitting by this bed at one o'clock in the morning, watching Bonnie McBride sleep, wondering where Debbie was. His heart was pounding. He'd never done anything like this before, but he knew he could go to jail just for being there.

Donnie Howell had told him about it. Donnie knew his way around. His older brother David was one of the Moon Men, a group of guys who had been out of high school for a few years, guys who never worked, simply hanging around in cars looking for trouble.

"You can fuck that McBride's mother," Donnie said. "You can go in their apartment any time you want to," he said. "They never lock the door. The Moon Men do it all the time. They just go up the steps and open the door and crawl right in bed with her. She lets them fuck her. I even fucked her myself," Donnie added proudly. "Debbie was right there in the fuckin' bed. She watched."

The panties were Bonnie's, he assumed. She was right in front of him. He could reach out and touch her breasts. He could just crawl in the bed with her and fuck her. He could just slip it right into her. He was already hard. He would just crawl right into the bed and put it to her. She would lie there quietly, holding him until he was done, and he would get up and thank her on his way out.

But he was frozen in the chair. He was sure he knew what would happen: He would get his penis out and get on top of her, and as soon as he started to put it inside her he'd shoot off and ruin the whole thing.

It had happened twice before, most recently with Janey Gonzales. He dated her for several weeks, and progressed to the point where she would let him do what Donnie Howell called a "dry fuck," lying between her legs and grinding against her crotch and abdomen until he ejaculated into his underwear. He was sure she knew what he was doing, and didn't seem to mind. It made sense that she'd let him fuck her if she'd let him dry fuck her. But when the moment came, when he lowered himself, legs angled awkwardly up against the car door, and tried to guide himself with his hand, searching, prodding her a couple of times, he came abruptly into the rubber, an unexpected disgrace, ending the evening.

He looked down at the panties. They belonged to a woman who was old enough to be his mother, and he was planning to fuck her. He wondered if he could actually go through with it, or whether or not he would embarrass himself again.

It was a warm evening and the apartment was hot. Bonnie had kicked back the covers so very little was hidden from him. She was on her back. He had little trouble making out the shape of her breasts, and he knew she was not wearing underpants. She couldn't be. He was holding them in his hands. Besides, he thought he could see a dark patch under her filmy gown.

Billy raised the panties to his face again and rubbed his cheek with the silky fabric. What should he do? Should he take off his clothes and crawl into the bed, or should he just unzip his pants and leave them on while he fucked her?

He continued to rub the panties on his cheek, trying to imagine what it might be like. He would stand by the bed, undressing as Bonnie watched. He would unbutton his shirt slowly, revealing well-developed chest and stomach muscles. He would allow the shirt to drop to the floor behind him. He would unbuckle his belt. She would reach out a hand to caress his muscled thigh. He would unbutton his jeans and begin unzipping his fly, very slowly, looking down at her as he did so. She would reach up and push his hand aside, pulling the zipper the rest of the way down. Then she would pull apart the top of his jeans, which would begin slowly sliding down his muscle-ridged thighs, until they were down far enough that his enormous pecker would spring out. He would not be wearing underwear, of course.

She would gasp at the sight of his massive organ and reach up to touch it timidly. He would bend, grab two fists full of hair, and pull her up, forcing himself into her mouth, forcing her to accept every inch of him, and he would begin plunging in and out of her hot mouth, all the way down her throat. She would grip him by the hips and greedily pull him toward her, taking even more of him into her gullet. He would explode into her.

Slowly, carefully, he stood and unzipped his jeans and pried out his cock. It was as hard as he could remember it ever being. He rubbed it with the silky panties.

Maybe she wouldn't be awake. Maybe he would stand by the bed undressing, and as soon as he was naked he would put a leg over her, kneeling astride her, so that his enormous rigid tool would be suspended and swinging over her face when she opened her eyes. She would be overwhelmed by the size of his organ and would start showering it with kisses, holding it gently in both hands as his enormous balls grazed her breasts. Then she would pump him for a while, using both hands, and his balls would swing back and forth, hitting her puckered nipples. Then she would nestle him between her breasts, using both hands to push them up, surrounding him with her gentle flesh. At the last minute, just when he was about to go off, he would slide down and plunge himself into her and she would scream in gratitude when he discharged deep inside her.

He unbuttoned the top of his jeans and pulled them down a little, then sat again, sliding down in the chair so that his body was nearly straight, and began stroking himself slowly with the silky panties. They slid up and down smoothly, cool silkiness against his hot skin.

Maybe he would wake her up first. Maybe he would stand by the bed, bend down, and begin caressing her breasts. He would slide one hand down her flat stomach, over her smooth abdomen and into her silky pubic hair. She would awaken some time during this and reach up and begin trying to undress him, meanwhile grinding her mounded warmth against his hand. He would push her hands away and continue playing with her until she was about to go crazy with lust. Then he would undress and get on top of her, slipping between her smooth thighs and ramming her with his steel-hardened cock and she would scream in ecstasy two or three times before he would let himself go.

He pulled the front of his underpants down tucked the elastic under his balls and started stroking himself again, faster than before, sliding the silky panties up and down, rolling his hips up and rubbing his balls with his other hand. He could feel the end approaching.

Maybe she would want him to jack off for her first. He had often imagined that he was a performer, going to women's parties and masturbating for them and getting paid for it. In the bathroom at home he would stand on the toilet so he could watch himself in the medicine cabinet mirror, flogging himself and gyrating like a dancer, pretending there was a room full of women in front of him. The women in his imaginary audience would scream and applaud when he came, and his semen would fly everywhere.

He was on the edge; it was about to happen. It was just a matter of time. He decided to go ahead with it and began moving his hand faster, sliding the silky panties up and down, bucking his hips, pretending she was watching raptly, feeling fluid start to move, ready to shoot into the panties while she watched wide-eyed --

Holy shit! Her eyes were open. Son of a bitch! Her eyes were open! She was watching him! Fuck!

Billy clamped his hand, trying to stop the inevitable. It was too late. It happened. Suddenly he was coming, shooting right into the panties. She was watching him. He slumped in the chair, paralyzed, humiliated, unable to stop, helplessly squirting into the silky fabric while she quietly watched.

He had to get out of there. He jumped up, still holding his penis and the defiled panties in one hand, yanking up his pants with the other hand, intending to run, to get out the door, to get out of this place. She reached out and grabbed his thigh just above his knee, freezing him. He looked down at her. She was up on one elbow, and her gown had twisted slightly, uncovering most of her breasts.

"Was there something you wanted?" she asked, clearly angry.

"Huh?"

"Why are you here?" she asked. "What do you think you're doing, jerking off with my panties?"

"Um..." He said, turning away, still hoping to get out of there.

"Sit down right there," she said sternly. "If you leave, I'll call the police. Answer me. What are you doing here?"

Billy sat, still holding himself inside the sodden bundle. She waited.

He felt completely stupid. "Well, I... Is Debbie here?"

"No she's not. She's spending the weekend with her father. Don't tell me you came here at one o'clock in the morning to see Debbie. Tell the truth. Were you planning to steal something, or rape somebody, or did you just intend to sneak in here and jack off, like a little kid?"

"Oh, no!" he protested. "I wouldn't do that! I -- I just wanted to... I heard that you would... Well..."

"Are you telling me that you came here to have sex me? Are you kidding? What made you think I would let you do that?"

He had never been so ashamed. He had gotten caught jacking off -- something you're not supposed to do anyway -- and he was trespassing, like a burglar. This could ruin his entire life! He slumped in the chair.

"Answer," she said. "Why in heaven's name did you think I'd have sex with you?"

"Well, the Moon Men..."

"Who? Moon Men? What Moon Men?"

"Um, you know, David Howell and those other guys. They come up here all the time, don't they? Don't you let them, um, do it?"

She fell back on the bed, laughing. "Those vagrants? Do you really think I would have sex with that pack of idiots? What did you call them? Moon Men? How incredibly tiresome and juvenile. Moon Men, for God's sake. I must be dreaming!"

He felt stupid. He shouldn't have believed Donnie Howell. "I'm sorry," he said, almost whispering. "I just -- "

"You just got stupid," she interrupted. "Let's see, Debbie said your name's Billy Miller, right?"

"Yes ma'am."

"And you actually came up here for sex?" She looked at him seriously now. "Are you telling me the truth? Were you really thinking I would have sex with you?"

"Well, that's what they said and, well, see, I never, I've never done -- "

"You've never done it?"

Billy shook his head. He was immediately sorry he'd told her. It was hard to admit this.

"Debbie said you graduated this year, right? Class of 1961?"

"Yes. Um, I start college this fall," he said.

"And you're still a virgin?"

He nodded.

"And you're an idiot. Right?"

He nodded again, feeling his face redden. He was glad she hadn't turned on any lights. "I'm very sorry," he said. "I've never done anything so stupid." His throat tightened and tears welled in his eyes, embarrassing him even more. Shit! Crying like a fucking baby!

She studied him carefully. Her breasts were partly exposed again in spite of his despair he was having trouble keeping his eyes off them. She was staring into his face, compelling him to meet her eyes. Abruptly she swung her legs to the floor and stood. "I have to use the bathroom. You stay right there," she said, plucking the panties out of his hand with the tips of her fingers as she passed him. "Jesus, what a mess!" she muttered.

When he heard the bathroom door close he wiped his eyes and stood to zip and buckle his pants. Behind him he could hear her peeing in the bathroom. He thought of leaving, but she'd said she would call the cops if he did. She seemed to be less angry, but he didn't know what she would do. If she turned him in, his scholarship might be cancelled and he wouldn't be able to go to college. Everybody in town would find out about how stupid he'd been.

The toilet flushed loudly and he sat back down again. She came back a few moments later, seating herself on the bed. She sat quietly, looking at him. She was wearing what his sister called "shortie pajamas," a very brief gown-like top, usually with a pair of matching briefs. But she was wearing only the top part. She was wearing nothing on the bottom. In spite of his abysmal misery he was finding this situation to be very erotic.

"I'm really sorry," he said again. "Can I please go? I'll never do anything like this again, I promise."

She shook her head. "You stay right there," she said. "I want to think about this."

It seemed she sat there, staring at him, forever. She was not what he would have called a beautiful woman, but her long blond hair, her blue eyes, and her full, sensuous lips appealed to him. But what could she be thinking about? Was she deciding whether or not to call the police?

Then she spoke. "You're eighteen years old, right?"

"Um, yes."

"And you leave for college next week?"

"I leave Thursday. Please don't turn me in," he pleaded. "I'd lose my scholarship."

There was another extended pause. Then, her voice almost inaudible, she said, "All right, Billy. I'll do this for you."

"Huh?"

"I said I'll do it. You can do it. We can make love, if you still want to."

"Um, wait. I -- Why?" he asked. "Why would you do this? You don't even know me."

She studied him. "Just because," she said finally. "Maybe I feel sorry for you."

Unaccountably, this angered him. "That's what they call a pity fuck, isn't it?" he asked.

She laughed. "You don't know how true that is," she said. "But you're thinking about it the wrong way."

"Huh? I don't get it."

"Never mind. Do you want to stay?"

"Tell me what you mean. Please."

She sighed. "Billy, I'm divorced and alone. There aren't even ten thousand people in this Godforsaken town. Tell me, do you intend to come back here to live when you graduate from college?

He shook his head.

"That's what I thought. You can get out of here. I can't. And I don't know of any men in this town that I'd even consider going out with. In other words, I don't date. This is a lonely town for somebody like me."

"You could get out of here if you wanted to," he said. "You could get a job in Indianapolis, maybe, and just move there."

She sighed. "Debbie would have to change schools," she said.

"She'd understand if you explained to her. I'm sure of it."

She dismissed the thought with a wave of the hand. "We're not going to solve that problem tonight. Are you going to stay or not?"

"Are you really serious? Do you really want me to stay?"

She nodded. Her hands were moving in her lap, fingers twisting the hem of her gown. She seemed uneasy. This was difficult for her. As he realized this, things began to change. The sofa bed was low, putting her head below his, about even with his chest. She had to look up to meet his eyes. Somehow this geometry, coupled with her uneasiness, made her seem less threatening, maybe even a little helpless.

"Listen, Billy," she said, looking up at him with her pale blue eyes. "I -- Well, I miss -- I need -- I would enjoy being with a man sometimes. We could help each other. That's what lovemaking is really about. Two people giving something to each other. We're here, we have the time, and you seem like a nice guy. We could do something for each other."

Her words were rushed, her voice strained. This really wasn't easy for her. She was asking him to fuck her. No, she was asking him to make love to her. He was suddenly more nervous, concerned now about how he might perform, afraid he'd disappoint her.

"Okay," he said, whispering.

"You'll have to promise me some things. Is that fair?"

He nodded. "Okay," he said again.

"One: Nobody can ever know about this. No bragging. Gentlemen don't discuss women they've been with."

He nodded.

"Two: You must never try to have sex with my daughter."

"Um, okay."

She met his eyes. "Okay," she whispered. Moving quickly she stood and pulled her gown off over her head. Her breasts lifted and moved as she raised and lowered her arms, capturing his eyes. Her hair was dark blond, but her pubic hair was almost black. Her flat stomach, her full firm breasts, the mystery of that wide thick patch of pubic hair were right in front of his face, less than a foot away. She stood before him, looking down at him, her eyes locked on his. She seemed steady, calm.

Billy Wagner stared shamelessly, his mouth hanging open. He had seen pictures of nude women, he'd had a couple of girls mostly undressed in the back seat of his father's car, and he'd even seen a stripper at the county fair, but he had never been this close to a naked, full-grown adult woman, an experienced woman who was ready to fuck him.

"God," he said, his voice strangely husky, "you're beautiful." These words seemed to be a trigger: he felt an immediate swelling inside his pants. He wanted to touch her everywhere, to slide his hands up and down her sides, along her flanks; to slide them around to cup her buttocks; to slide them up again to caress her breasts. He wanted to press his hand into her crotch, into its swirling dark covering, a place where a man could lose himself.

He stood. He raised his hands tentatively, dropped them to his sides again, and then timidly placed his sweating palms on the graceful curves of her waist, touching her warily, as if afraid he might somehow contaminate her beauty. She moved into him and her arms floated up and around him. His arms enclosed her, his fingers flowing on the soft skin of her back. He pulled her closer and their hips met, pressing her against his burgeoning erection. His stomach lurched with sudden excitement and he wondered if she could feel his hardness.

Then their lips met; they tasted one another. Quickly her tongue grazed his and went away. A chill swept through him.

"Take off your clothes, Billy," she said, pushing him away. She reached to unbutton his shirt.

He was immobilized, frozen in embarrassment by the idea of being naked with her, of letting her see his skinny arms and flat chest -- and his ridiculously stiff penis. He was rock-hard again. Somehow this embarrassed him. His former pride in his penis had vanished.

"Are you going to be a zombie?" she asked, peeling back his shirt.

One by one he raised his feet and pulled off his shoes. He unbuckled his pants. She took a seat on the bed, waiting, watching, as he lowered his pants and underpants together and sat quickly, to hide himself and to get his pants past his feet and off completely. Then he simply sat, his stupid misbehaving penis sticking up. She surveyed him for a moment and said, "You're still sort of messy. Why don't you go clean up a little?"

Billy was chagrined by her frankness. He stood, wanting to hide his ridiculous protrusion, and went into the bathroom, equally uneasy about how he must look from behind, his skinny flat butt yet another source of embarrassment.

In the bathroom he ran water and rinsed himself, and dried carefully with the hand towel. Looking down at his distended organ he felt a sense of betrayal. His inability to control its behavior had embarrassed him more than once. In his previous excursions into attempted intercourse it had misbehaved, making him feel amateurish and immature. This woman in the other room must think him a fool for having become so turned on in her presence that he had actually masturbated, right there on the spot. Now she must be secretly amused by his absurd reaction to her nudity. He was sure a more sophisticated man would have been able to sustain some sort of dignity in the situation. An experienced man surely wouldn't have gotten aroused as quickly as he had when she so casually slipped out of her gown and revealed her stunning body to him.

When he returned to the bed he held the towel in front of him. His erection had not diminished at all.

She was lying on her stomach, propped up on her elbows. She had left room for him to lie beside her. The long gentle arch of her back and the abrupt upward swelling curve of her buttocks made an extraordinary compound curve, gorgeous and inviting. "Come here," she said, patting the bed beside her.

There was a small oscillating fan on a table and she'd turned it on to move hot air around the room. She'd also turned on a radio, the volume low. He could hear Danny and the Juniors singing "At the Hop."

Should he lie on his back or on his side or on his stomach? He eventually decided to lie on his stomach, hiding himself. The sheet was cool against his heated organ. He dropped the towel on the floor by the bed.

"I'm waiting," she said.

"Um, huh?"

"Take some initiative. Treat me like a woman. And stop saying 'um, ' right this minute. It makes you sound like an idiot."

He rolled onto his side and up on his elbow, facing her, holding himself away so his body would not touch her. She was still propped up on her elbows and he could see the curve of her breast under her arm. He slipped his hand in, cupping her amazing softness. He began squeezing and leaned forward, intending to kiss her shoulder.

She moved her arm, pushing his hand away. "Stop that, Billy," she said. "You make me think you're only doing this for yourself. You can do better than that. You have to let a woman know you care about her, that you're not just after her body."

Chagrined, he pulled back, and after a moment started running his fingertips up and down her back, touching lightly, keeping away from her bottom even though he ached to caress it. She lowered her head, resting her forehead on her arms. "That's nice," she said. "You know, it's been a long time since..." she added, then stopped.

"Since what?" he asked.

"Oh, nothing. It's just... I haven't been with anybody for a long time. I've missed this."

He continued his work. Gradually, very gradually, he broadened the passes he was making up and down her back, eventually tracing his fingertips around her glorious buttocks. Just as gradually he got more of his hand involved until he was actually rubbing her, up and down her back, over her buttocks, caressing and petting her.

"That feels so good," she said. "Would you like to give me a back rub?"

After a moment of uncertainty he rolled, throwing a leg over her so that he could kneel astride her body. He began running his hands up and down the long muscles on either side of her spine, trying to press her muscles the way he would have liked it to be done to him. Although his knees were touching her thighs as he straddled her, he carefully held his hips up, afraid to let his genitals contact her.

As if reading his mind, she said, "You can sit on my legs if it makes it easier."

The invitation was all he needed. He settled on her thighs, continuing to rub up and down her back. He was trying to concentrate on the work his hands were doing, but the sensations of his genitals resting on her body, the view he had of his hard-ridged stiffness against her soft curves, created a sense of urgency.

Pushing the thought out of his mind, Billy concentrated on the back rub. She was very quiet; making only occasional sounds that let him know she was enjoying what he was doing. He was enjoying it as well, simply because she was.

He lengthened his strokes, pressing hard, gradually and timidly bringing his hands all the way down to caress her bottom, letting his fingers flow over her tantalizing curvature. His penis had settled with its crimson tip lodged in the juncture of her thighs and buttocks, as if it were meant for that exact spot. Each downward pull of his hands caused pressure on it, molding her soft flesh down and around it. The feeling was exquisite, and compounded the closeness he was beginning to feel with this woman. Although they were almost perfect strangers, he felt warmth and affection he'd never experienced with the girls he'd dated. He thought he could continue doing this for weeks, and decided he wouldn't stop until she told him to.

Seeming to read his mind again, she stirred a little and said, "Thank you, Billy. That was wonderful."

He rolled off and positioned himself on his side, the length of his body in contact with her. This time he allowed his penis to touch her, and pressed it slightly into her flank. He put his arm across her back and on her shoulder and pulled her closer. He raised his leg and caressed her bottom with the inside of his thigh.

After a moment she rolled over, onto her back, and reached up to pull his head down to kiss him. It was a long, slow kiss, her tongue finding and dancing with his, and he put his hand on her, lightly touching her breast, stroking it the way he would a kitten. He felt her nipple rise. His leg was still over her, and he thought he could feel her wiry fur against his inner thigh.

In the background he heard the radio.

"Never know how much I love you

Never know how much I care"

Peggy Lee. He remembered the song. He remembered the stripper he'd seen at the county fair a year or two back, a blond Marilyn Monroe look-alike, a large-breasted blond who had taken off all of her clothes, revealing her startling black furry crotch to him and the other teens and men in the audience, stroking and caressing herself as she swayed and ground her hips around the small stage in the sweltering tent, wearing nothing but white high heels. This stripper, the first live nude woman he'd seen in his short life, had been in his mind countless times since then, especially when he masturbated. The song on the radio was the one the stripper had used for her finale, when she took off the last of her clothes, when she unveiled her brushy black crotch to Billy and his awestruck friends, and to the men in the tent, all of whom had paid an extra dollar to see the second show.

Billy had bought the record. For months he had played it while he masturbated, imagining himself fucking the blond again and again.

He traced a finger around her nipple. "Be very gentle," she said. "Ah, that's good. I can feel things happening all the way down my body when you do that. Oh, that's very nice. You're doing a very good job, Billy."

"When you put your arms around me

I get a fever that's so hard to bear -- you give me fever

- when you kiss me"

Improvising, hoping he wasn't pushing things, he lowered his head to her breast and began kissing it, sucking gently at the nipple. From the sound of her breathing he decided he'd done the right thing.